Hawker Noyes Equipment Pty Ltd v Dueeasy Pty Ltd

In the Supreme Court of New South Wales Court of Appeal, Hawker Noyes Equipment Pty Ltd (the appellant) sought to appeal a decision of the primary judge concerning a dispute with Dueeasy Pty Ltd (the respondent). The core of the dispute involved the interpretation and enforceability of a guarantee provided by the respondent in favour of the appellant.

The Court of Appeal was required to determine whether the guarantee, which was executed by a director of the respondent company, was legally binding on the respondent. Specifically, the court had to consider whether the director had the actual or ostensible authority to bind the company to the guarantee, and whether the company had subsequently ratified the director's actions. The appeal also raised questions about the application of principles of agency and corporate law in the context of guarantees.

The Court of Appeal found that the director did not possess actual authority to execute the guarantee on behalf of the company. However, the court held that the company had, through its conduct, represented that the director had the authority to enter into such agreements. This representation gave rise to ostensible authority, rendering the guarantee binding on the respondent. The court applied established principles of agency, particularly the doctrine of ostensible authority, which protects third parties who rely in good faith on representations of authority made by a company.

The appeal was dismissed, with the Court of Appeal affirming the primary judge's decision that the respondent was bound by the guarantee.